Directors Report of Diamant Infrastructure Ltd.

Mar 31, 2024

Your Director''s are pleased to present the 44^th Annual Report of the Company together with the
Audited Financial Statements for the year ended 31^st March, 2024

SUMMARISED FINANCIAL RESULTS:	Amount In Rs.
	2023-24	2022-23
Revenue from operations	-	-
Other Income	19,99,112/-	97,06,623/-
Total Income	19,99,112/-	97,06,623/-
Total Expenses	26,38,431/-	97,85,927/-
Profit/ (Loss) before Exceptional items and tax	(6,39,319)	(79,304)
Less:
Exceptional Item
Profit or Loss before Tax	(6,39,319)	(79,304)
Deferred Tax	6,53,633	7,55,561
Previous Tax
Profit/Loss for the period from continuing operations	(12,92,952)	(8,34,865)
Profit or loss for the period	(12,92,952)	(8,34,865)
Earning per Equity share (From Continuing operation)
Basic	(0.04)	(0.02)
Diluted	(0.04)	(0.02)

Share Capital

During the year ended 31^st March 2024, there is no change in the issued, subscribed and paid-up
share capital of the Company. The paid-up capital as on 31st March, 2024 stood at Rs. 704.08 lakhs
divided into 3,52,04,000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

In view of the loss incurred during the year, no dividend could be recommended by your Board of
Directors for the financial year 2023-24.

Transfer to Reserves

The current year loss of Rs. 12,92,952/- has been transferred to Reserves & Surplus.

Capital Expenditure on Assets

During financial year 2023-24 the company has not incurred any capital expenditure.

Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms
part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section 148 of the
Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis provides analysis of the operating performance of the
Company''s business as well as discussion on the business of the Company, outlook, risk and
opportunities. Statements in this Management Discussion & Analysis Report describing the
Company''s objectives, projections, estimates and expectation may be "forward looking statements"
within the meaning of applicable laws and regulations and actual results may differ.

(a) Overview of Indian Economy

India has emerged as the fastest growing major economy in the world and is expected to be one of
the top three economic powers in the world over the next 10-15 years, backed by its robust
democracy and strong partnerships. Strong economic growth in the first quarter of FY23 helped
India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19
pandemic shock. Infrastructure is a key enabler in helping India become a US $26 trillion economy.
Investments in building and upgrading physical infrastructure, especially in synergy with the ease of
doing business initiatives, remain pivotal to increase efficiency and costs. With a 37% increase in
the current fiscal year, capital expenditures (capex) are on the rise, which bolsters ongoing
infrastructure development.

(b) Industry structure and developments

India has the second-largest road network in the world, spanning about 63.73 lakh kilometres. It
transports 64.5% of all goods in the country and caters to almost 90% of total passenger traffic. As
of January 2024, the total length of National Highways in the country was 146,145 km. Shri Nitin
Gadkari has unveiled over 200 projects totaling Rs 1.25 lakh crore (US$ 14.97 billion) earmarked for
the next five years under the National Ropeways Development Programme known as "Parvatmala
Pariyojana." The Government aims to construct 65,000 kms of national highways at a cost of Rs.
5.35 lakh crore (US$ 64.17 billion). NHAI will come out with the third and fourth rounds of
Infrastructure Investment Trusts (InvITs) to raise over Rs. 20,000 crore (US$ 2.41 billion) in FY24.
Under the Union Budget 2023-24, the Government of India has allocated Rs. 2.7 lakh crore (US$ 33
billion) to the Ministry of Road Transport and Highways.

(c) Industry Outlook

India''s population growth and economic development require improved transport infrastructure,
including investments in roads, railways, and aviation, shipping and inland waterways. Under

Interim Budget 2024-25, capital investment outlay for infrastructure has been increased by 11.1%
to Rs.11.11 lakh crore (US$ 133.86 billion), which would be 3.4 % of GDP. India''s ambitious plan
calls for spending US$ 1.723 trillion (approximately Rs. 143 trillion) on infrastructure between FY24
and FY30, with a particular emphasis on power, roads, and developing industries like renewable
energy and electric vehicles. The government has decided to allocate Rs. 2.76 lakh crore (US$ 33.4
billion) towards the Ministry of Roads for 2024-25.

The board feels that the initiatives and plans by the government for the infrastructure sector, will
attract lot of capital for its development. Considering the growth of the company in infrastructure
business and taking into account the available opportunities, the Board has decided to focus on
infrastructure projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to
come, the wealth of the shareholders will enhance.

(d) Risks and Concerns

Infrastructure projects are highly capital intensive and often suffer crippling time and cost overruns
due to delays in the construction phase because of the following issues: land issues, rights of way,
practical environmental challenges and other delays in securing consents. The company is exposed
to interest risk, currency fluctuations, credit risk and regulatory risks. These challenges restrain the
sector from yielding full benefits of the potential growth.

(e) Opportunities and Threats

Over the last decade, India has built some world class infrastructure facilities. Technological
Innovations and Advances and robust demand are paving way for ample opportunities in this
industry. Factors like large demand and supply gap in affordable housing, low housing loan interest
rates, tax incentives and growing middle class with higher savings are expected to contribute to the
rapid growth in real estate sector. Intense Competition, Stringent Regulatory Changes Economic
Downturns, Shortage of skilled human resource are some of the major threats faced by
infrastructure Industry.

(f) Operational, Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there was no
operations in the company hence segment wise performance comparison is not possible. The
Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 19.99 lakhs during the year. The loss before
Interest Tax and Depreciation was Rs. 6.33 lakhs. The net loss for the year is Rs. 6.39 Lakhs

(g) Internal control systems

The Company has in place a well-established internal control procedure covering various areas such
as procurement of raw materials for projects infrastructure planning, quality control, maintenance
planning, marketing, cost management and debt servicing. Necessary checks and balances have

been instituted for timely correction. But since the company is not in operation these procedures
have not been followed during the year.

(h) Development in Human Resources / Industrial Relations

Since there were no employees during the year the above meetings have not been conducted.

(i) Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company, above details are not required

Change in the Nature of Business

During the period under review there is no change in the nature of business of the Company.
Insurance

The movable assets of the company has been adequately insured.

Environmental Protection, Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of
your Company. Systematic process safety analysis, audits, periodic safety inspections are carried
out by expert agencies and suitable control measures adopted for ensuring safe operations at the
site. Various processes as required for Pollution Control and Environmental Protection are strictly
adhered to. But since there was no operation during the year, these processes have not been
followed.

Material Changes Affecting Financial Position Between the End of Financial Year and
Date of Board Report

There is no material change affecting the financial position between the end of financial year and
date of board report.

Details of Subsidiaries, Associate Companies and Joint Venture

There is no subsidiary, associate company or a joint venture.

Details of Companies That has Ceased to Be Subsidiary, Associate or Joint Ventures

There were no subsidiary, associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2024 there was no subsidiary or associate of the company, hence consolidated financial
statements have not been prepared.

Board of Directors

Your company''s Board of Directors comprises of the following Directors

SR. NO	NAME	DIN	DESIGNATION
1.	Shri Naresh Saboo	00297916	Managing Director & CFO
2.	Smt. Madhu Saboo	00395363	Whole Time Director
3.	Miss Reenal Jigar Kamdar	07143495	Independent Director

Directors and Key Managerial Personnel

Mr. Naresh Saboo who is a Managing Director and CFO. Mrs. Madhu Saboo who is a Whole Time
Director who retires by rotation at the ensuing Annual General Meeting and is eligible for re¬
appointment.

Ms. Reenal Jigar Kamdar is an Independent Director.

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo, Managing Director & CFO and Mrs. Madhu
Saboo as Whole Time Director. Both have not received any remuneration in FY 2023-24.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the
board was evaluated by the board after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information and
functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the Composition of committees, effectiveness of
committee meetings, etc. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

Number of Board Meetings

Sl. No.	Date of the Meeting	No. of Directors attended the Meeting
1	30.05.2023	3
2	14.08.2023	3
3	28.08.2023	3
4	10.11.2023	3
5	12.02.2024	3

Committees of The Board

a. Audit Committee

Sl. No.	Name	Category of Director	Chairman/ Members
1.	Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2.	Mr. Naresh Saboo	Executive	Member
3.	Mrs. Madhu Saboo	Executive	Member

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation 18 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirms to the
provisions of Section 177 of the Companies Act, 2013. The Managing Director, Internal Audit team
and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit
Committee. The heads of various monitoring/ operating departments are invited to the meetings, as
and when required to explain details about the operations.

Further, during this year all the recommendations of the Audit Committee have been accepted by
the Board.

Reporting of Fraud by Auditors

During the year 2023-24, none of the Auditors has reported any instances of fraud committed
against the Company by its officers or employees under section 143 (12) of the Companies Act,
2013.

b. Nomination and Remuneration Committee

Sl. No.	Name	Category of Director	Chairman/Members
1.	Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2.	Mr. Naresh Saboo	Executive	Member
3.	Mrs. Madhu Saboo	Executive	Member

c. Stakeholders Relationship Committee

Sl. No.	Name	Category of Director	Chairman/Members
1.	Ms. Reenal Jigar Kamdar	Non- Executive - Independent	Chairperson
2.	Mr. Naresh Saboo	Executive	Member
3.	Mrs. Madhu Saboo	Executive	Member

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that they meet the criteria of
independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no
change in the circumstances which may affect their status as Independent director during the year.

Policy of Directors Appointment and Remuneration

Company''s policy on Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
section 178(3) of the Act are covered under Nomination and Remuneration Policy.

Managerial Remuneration

The Company has not paid any remuneration attracting the information required pursuant to
Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management, Statutory at the Board/Committee
meetings on business and performance updates of the Company, global business environment,
business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on
relevant statutory changes encompassing important laws are regularly intimated to the Independent
directors.

Segment Reporting

Your Company is currently operating under a single segment.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate Social Responsibility (CSR)
and devised a CSR policy to carry out CSR initiatives in line with the requirements specified under
the Companies Act, 2013. Since the Company has no average net profit, there is no CSR Obligation
for the FY 2023-24.

Risk Management

Your Company has devised Risk Management Policy which involves identification of the business
risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures.
The Audit Committee and Board of Directors of the Company periodically review the Risk
Management Policy of the Company so that management controls the risk through properly defined
network. The details of risk management mechanism and key risks faced by the Company are
enumerated in the risk management policy.

Business Description and State of Company''s Affairs

During the year 2023-24 the company had no new contracts and as the account of the company
was NPA the company did not have any business operation.

During the year 2022-23 the company was not required to transfer any amount to Investor
Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

Disclosure Requirements

As per SEBI Listing regulations, Integrated Management Discussion and Analysis Report forms part
of this Report.

The Company has devised proper system to ensure compliance with the provisions of all Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

Statutory Auditor

The statutory auditor of the company is M/s. R A Gupta & Associates who will be continuing as per
the terms of their appointment.

Independent Auditors'' Report:

Independent Auditor has pointed out that there were no major business transactions and no
employees in the company affecting its going concern. The borrowing of the company had been
classified as NPA and for which companies premises has been given as collateral security, the
possession of that property has been taken by bank and the company has vacated that property
and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that this situation is
temporary in nature and in the near future business will be carried on effectively. Further the
company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA, the management wish to state that we
are hopeful of revival and will be cleared soon.

Secretarial Auditors

The Company had appointed M/s. Avinash Gandhewar & Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

Secretarial Auditors'' Report

Company appointed M/s. Avinash Gandhewar & Associates, Company Secretaries as Secretarial
Auditors to conduct Secretarial Audit of the Company for the financial year 2023-24. The report of
the Secretarial Audit for the financial year 2023-24 in FORM MR-3 is annexed to this report and
forms part of this report. Annexure-2

Secretarial Auditor Qualification Analysis

Sr no.	Observations	Company Remark
1	The Company was unable to file Form DIR-12 for changes in directors and Balance Sheet & Annual Returns for FY 20¬ 21, FY 21-22 and FY 22-23 due to its failure to submit Form INC-22A (ACTIVE) with the MCA, as required under the Companies Act, 2013.	The company has appointed the company secretary and is in the process of filing the forms.
2	The Company has not appointed Company Secretary as per the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The company has appointed Ms. Dipti Subhash Pacholi (Mem No: A62548) as the Company Secretary cum Compliance officer with effect from 5th July 2024 pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Regulation 6 (1) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3	The Company has defaulted in Payment of Annual Listing fees and due to this the trading has been Suspended by the Stock exchange	The company is trying its best to pay the fee at the earliest.
4	The constitution of Audit Committee, Nomination and Remuneration Committee and Stake Holder Relationship Committee is not as per Companies Act 2013 as the company has only 1 (one) Independent Director on Board	The company is in the process of appointing an independent director to comply with the provisions

5	The company has not complied with some of the	The company is in the process
	provisions of the Companies Act, 2013 and The Securities	to comply with all the
	and Exchange Board of India (Listing Obligations and	provisions and regulations of
	Disclosure Requirements) Regulations, 2015.	SEBI (LODR) and Companies Act.

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. The total
deposits remained unpaid or unclaimed as at 31^st March, 2024 is Nil. There is no default in
repayment of deposits or payment of interest thereon during the year.

Related Party Transactions

During the year there were no materially significant related party transactions made by the
Company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with the interest of the Company at large.

Director''s Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors
would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2024, the
applicable accounting standards have been followed;

b. They had selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit and loss of the
Company for the year under review;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended 31st March 2024, on a
going concern basis;

e. They had laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and were operating effectively and

f. They had devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems were adequate and operating effectively.

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of its business,
size and complexity of its operations. Internal financial control systems include policies and procedures
which are designed to ensure reliability of financial reporting, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.

Your Company has appointed a Sanjeev Shekhar & Co., Chartered Accountant as an Internal Auditor to
monitor and evaluate the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company
and its subsidiaries and to report the same on quarterly basis to Audit Committee.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and
the reviews performed by the relevant board committees, including the audit & management
committee, the board is of the opinion that the Company''s internal financial controls were adequate
during the financial year 2023-24.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares has been suspended
since March 2020 as the company was not able to pay the listing fees.

Proceeding pending under the Insolvency and Bankruptcy code, 2016

No application has been made under the Insolvency and Bankruptcy code, 2016 against the company
Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine
concerns. The policy has been uploaded on the Company''s website www.diamantinfra.com. There
were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India(SEBI)vide notification dated January 15, 2015 had put in
place a new framework for prohibition of Insider Trading insecurities and to strengthen the legal
framework thereof. These regulations of the SEBI under the above notification had become effective
from May 15, 2015. Whereas on 31^st December, 2018, the regulations were amended with Securities
and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective
from 1^st April, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for
Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and
reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed
and disclosures to be made while dealing with shares of the Company.

Code of Conduct

The Directors, KMP''s and Senior Management of the Company have affirmed compliance with Code of
Conduct applicable to them during the year ended March 31, 2024.

The Annual Report of the Company contains a certificate by the Chairman and Managing Director, on
compliance declaration received from the Members of the Board, KMP''s and Senior Management as
Annexure-5.

Your Company continued to focus on the key areas and projects within the Legal, Compliance and
Corporate Affairs functions however there was no projects in the company.

Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your
Company''s operations are committed to the pursuit of achieving high levels of operating performance
and cost competitiveness, consolidating and building for growth, enhancing the productive asset and
resource base and nurturing overall corporate reputation. The board aims to restart the operation of
the company soon.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention, Prohibition
And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary and trainees) are covered under this
policy. But the company did not have any employee during the year and hence the Company has not
received any sexual harassment complaint during the year 2023-24.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy, Technology Absorption as the company was not
having any operations & the Company has not had any foreign exchange earnings and outgo during
the year. However, some disclosers are mentioned in Annexure-1.

Human Resources

The Company''s Human Resource philosophy is to establish, build and retain a strong performance and
competency driven culture with greater sense of accountability and responsibility. The Company has
been focused to create an environment that assists the employees to enhance their sense of pride in
what they are doing thereby contributing to better productivity. The Company through its effective HR
policies and systems has always encouraged its workers to innovate and apply new ideas so as to
achieve quantum leaps in both size and scale of operations. The Company believes that its real
strength lies in the commitment and quality of its people. Employees are provided opportunity to grow
and prosper. Since there was no operation in the company there were no human resources employed
during the year.

Particulars of Employees

The Company has No Employees due to sluggish market conditions coupled with other economic
factors which has resulted in no operation.

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015 compliance with Regulations 17, 18, 19,
20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C ,
D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in
relation to corporate governance shall not apply to the listed entity having Paid Up Equity Share Capital
not exceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the
last day of the previous financial year.

Therefore, compliance with aforementioned corporate governance regulations shall not apply to
Diamant Infrastructure Limited as the Paid-up equity capital was below Rs. 10 Crores and net worth
was below Rs. 25 Crores, as on the last day of the previous financial year i.e as on March 31, 2024.

The Report on Corporate Governance is Annex in Annexure-4

Green Initiatives

To support the Green Initiative, Members who have not registered their e-mail address are requested
to register their e-mail address for receiving all communication including Annual Report, Notices,
Circulars etc. from the Company electronically.

Electronic copies of Annual Report 2023-24 and the Notice of 44^th Annual General Meeting shall be
sent to all the members whose email addresses are registered with the company/depository
participant.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy, technology absorption, Research and development and foreign exchange
earnings and outgo in Annexure -1.

2. Secretarial Audit Report (Form MR-3) in Annexure -2.

3. Particulars of Remuneration in Annexure -3.

4. Corporate Governance Report in Annexure -4.

5. Declaration under Schedule V regarding compliance with the Code of Conduct Annexure - 5
Cautionary Statement

Statements in the Directors'' report and the management discussion and analysis describing the
Company''s objectives, expectations or predictions may be forward looking within the meaning of
applicable securities laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement. Important factors that could influence the Company''s
operations include global and domestic demand and supply conditions affecting selling prices of
finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within the country and other related factors such as litigation and industrial relations.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication and commitment of
everyone in achieving and sustaining excellence in all areas of the business. Your directors thank the
Shareholders, Customers, Suppliers, Bankers and other stakeholders for their continued support during
the year. Your Company''s consistent growth has been made possible by the hard work, solidarity,
cooperation and support of the management team. The directors of your company thank all Banks,
Central/State Governments and other government agencies for their support, and look forward to their
continued support in future.

On behalf of the Board of Directors

Sd/- Sd/-

Naresh Saboo Madhu Saboo

Place: Nagpur Managing Director Director

Dated: 30-08-2024 DIN: 00297916 DIN: 00395363

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 34lh Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

SUMMARISED FINANCIAL RESULTS: (Rs.in LACS) Yearended Yearended 31.3.2014 31.3.2013

Income 5706.18 9132.45

Profit before interest, depreciation and tax 726.79 991.67

Less:

Depreciation 401.23 390.51

Tax including Adjustment 1.15 59.88

Interest 324.40 416.82

Prior Period Adjustment 0.00 0.00

Net profits after Tax 0.10 124.46

Dividend 0 0

Balance brought forward from previous year 124.146 144.81

THE YEAR UNDER REVIEW

Your Company''s infrastructure businesses have reported an encouraging performance for the year ended 31st March 2014.

FUTURE OUTLOOK

The Board feels that the economic & developing situation of India will bring lot of capital for development in infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate projects.

Company has successfully bagged and completed some large contracts from big players in Infrastructure business. The company is in process of completing the order book of rupees 57 crores by March 2014. The Company is negotiating some big orders for BOT projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies from world''s leaders.

D) FOREIGN EXCHANGE EARNINGS & OUTGO:

2013-2014 2012-2013 (Rs. Lacs) (Rs. Lacs)

a. Foreign Exchange Used Nil Nil

b. Foreign Exchange Earned Nil Nil

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

DIRECTORS:

Mr. Naresh Saboo is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment.

DIVIDEND

The Board has decided to preserve the fiscal strength of the company, thus the board has decided against dividend for the current year.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts forthe financial year ended 31 st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

AUDITORS

M/s Pilia Mathur Manuja & Co Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the statutory to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that are not disqualified from reappointment within the meaning of Section 226 of the Said Act.

AUDITOR''S REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors'' Report.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

Place: Nagpur On behalf of the Board of Directors Dated: 28th August, 2014 Naresh Saboo Kamlesh Parsad Managing Director Director

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Mar 31, 2013

The Directors are pleased to present the 33" Annual Report of the Company together with the Audited Financial Statements for the year ended 31 st March, 2013.

SUMMARISED FINANCIAL RESULTS:

(Rs. in LACS)

Year ended Year ended 31.3.2013 31.3.2012

Income 913245 7655.36

Profit before interest, depreciation and tax 991.67 719.29

Less:

Depreciation 390.51 255.73

Tax including Adjustment 59.88 35.45

Interest 416.82 283.29

Prior Period Adjustments 0 (0.05)

Net profits after Tax 12446 144.81

Dividends 0

Balance brought forward from previous year 124.46 144.81

THE YEAR UNDER REVIEW

Your Company''s infrastructure businesses have reported an encouraging performance for the year ended 31st March 2013.

FUTURE OUTLOOK

The Board feels that the economic & developing situation of India will bring lot of capital for developing infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate projects.

Company has successfully completed and bagged some large contracts from big players in Infrastructure business, and the company is also in process of completing the order book of rupees 74 crores to be completed by March 2013.The Company is negotiating some big orders for BOT projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHAGNE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies from world''s leaders.

D) FOREIGH EXCHANGE EARNINGS & OUTGO:

2012-2013 2011-2012 (Rs. Lacs) (Rs. Lacs)

a. Foreign Exchange Used NiL 01.92

b. Foreign Exchange Earned NIL

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

DIRECTORS:

Mr. Prakash Zalke is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment.

DIVIDEND

The Board has decided to preserve the fiscal strength of the company, thus the board has decided against dividend for the current year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts forthe financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safegu arding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

AUDITORS

M/s Pilla Mathur Manuja & Co Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment

The Company has received letter from the statutory to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B)of the Companies Act, 1956 and that are not disqualified from reappointment within the meaning of Section 226 of the Said Act.

AUDITORS''REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors'' Report.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act 1956. Hence no information is required to be appended to this report in this regard.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Place : Mumbai NareshSaboo Kamlesh Parasd

Dated : 24th August, 2013 Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012..

SUMMARISED FINANCIAL RESULTS: (Rs. in LACS) Year ended Year ended 31.3.2012 31.3.2011

Income 7655.36 7718.60

Profit before interest, depreciation and tax 719.29 685.09

Less: Depreciation 255.73 139.51

Tax including Adjustment 35.45 124.71

Interest 283-29 151.96

Prior Period Adjustments (0.05) 0.06

Net profits after Tax 144.81 268.96

Dividends 0 0

Balance brought forward from previous year 144.81 268.96

THE YEAR UNDER REVEW

Your Company's infrastructure businesses have reported an encouraging performance for the year 2010 31st March 2012.

FUTURE OUTLOOK .

The Board feels that the economic & developing situation of India will bring lot of capital for developing infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate-projects.

Company has successfully completed and bagged some large contracts from big players in Infrastructure business, and the company is also in process of completing the order book of rupees 76 crores to be completed by March 2012.The Company is negotiating some big orders for BOT projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHAGNE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliabHity and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies from world's leaders.

D) FOREIGN EXCHANGE EARNINGS & OUTGO:

2011-2012 2010-2011 (? Lacs) (? Lacs)

a. Foreign Exchange Used 101.92 Nil

b. Foreign Exchange Earned Nil Nil

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

DIRECTORS:

Mr. Prakash Zalke is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment.

Mr. Ashok Kumar Shukla was appointed as Additional Director with effect from 12th January, 2012 & the company has received a notice u/s 257 from a member of the company for proposing his appointment as a Director at the forthcoming Annual General Meething.

Mr. Devendra Balasaria has resigned from Director of the company with effect from 13th January, 2012.

DMDEND

The Board has decided to preserve the fiscal strength of the company, thus the board has decided against dividend for the current year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

(lit) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

AUDITORS'REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors' Report.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

AUDITORS

M/s. Pilla Mathur Manuja & Co., Chartered Accountants be and is hereby appointed auditor of the company in place of retiring Auditors M/s Tushar Parekh & Associates., Chartered Accountants, Mumbai, hold office till the conclusion of this Annual General Meeting. They have furnished a certificate to the effect that the proposed appointment, if made, will be in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors futf •Â«. express their deep appreciation to all employees for commendable tec.. .work, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Place: Mumbai Naresh Saboo Kamlesh Parasd

Dated: 24Jh August, 2012 Managing Director Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 31 st Annual Report of the Company together with the Audited Financial Statements for the year ended 31 st March, 2011.

SUMMARISED FINANCIAL RESULTS: (Rs. in LACS)

Year ended Year ended 31.3.2011 31.3.2009

Income 7803.95 3630.39

Profit before interest, depreciation and tax 685.06 425.32

Less: Depreciation 139.51 105.25

Tax including Adjustment 124.71 39.18

Interest 151.96 94.68

Prior Period Adjustments 0.06 0.13 Net profits after Tax 268.96 186.07

Dividend 0 0

Balance brought forward from previous year 268.96 186.07

THE YEAR UNDER REVIEW

Your Company's infrastructure businesses have reported an encouraging performance for the year ended 31st March 2011.

FUTURE OUTLOOK

The Board feels that the economic & developing situation of India will bring lot of capital for developing infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate projects.

Company has successfully completed and bagged some large contracts from big players in Infrastructure business, and the company is also in process of completing the order book of rupees 75 crores to be completed by March 2011 .The Company is negotiating some big orders for BOT projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies from world's leaders like

D) FOREIGH EXCHANGE EARNINGS & OUTGO:

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

DIRECTORS:

Mr. Anil Rathi is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment.

Mr. Devendra Balasaria was appointed as additional Director with effect from 10th Dec, 2010 and the company has received a notice u/s 257 from a member of the company for proposing his appointment as a Director at the forthcoming Annual General meeting.

Mr. Prakash Zalke was appointed as additional Director with effect from 1st May, 2011 and the company has received a notice u/s 257 from a member of the company for proposing his appointment as a Director at the forthcoming Annual General meeting.

Mr. Ramesh Mishra has resigned from Directorship of the company with effect from 2nd May, 2011. Mr. Naresh Jain has resigned from Directorship of the company with effect from 13th August, 2010.

DIVIDEND

The Board has decided to preserve the fiscal strength of the company, thus the board has decided against dividend for the current year.

SHARE WARRANT ISSUE

The shareholders in the EGM held on 24th December, 2010 agreed to the allotment of Warrant on Preferential basis to persons other than promoters.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 st March 2011 on a 'going concern' basis.

AUDITORS'REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors' Report. PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, hold office till the conclusion of this Annual General Meeting. They have furnished a certificate to the effect that the proposed re- appointment, if made, will be in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

On behalf of the Board of Directors.

Mr. Naresh Saboo Mr. Kamlesh Prasad Managing Director Director

Place: Mumbai Dated: 30th May, 2011

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Mar 31, 2010

The Directors are pleased to present the 30th Annual Report of the Company together with the Audited Financial Statements for the year ended 31 st March, 2010.

SUMMARISED FINANCIAL RESULTS: (Rs. in LACS)

Year ended Year ended

31.3.2010 31.3.2009

Income 3630.39 12224.68

Profit before interest, depreciation and tax 425.32 103.20 Less:

Depreciation 105.25 47.24

Tax 39.18 11.69

Interest 94.68 38.65

Prior Period Adjustments 0.13 (0.64)

Net profits after Tax 186.07 6.27 Dividends 0 0

Balance brought forward from previous year 270.81 264.54

THE YEAR UNDER REVIEW

Your Companys infrastructure businesses have reported an encouraging performance for the year ended 31 st March 2010.

FUTURE OUTLOOK

The Board feels that the mandate for political stability by the people of India will bring lot of capital for developing infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate projects.

Company has successfully completed and bagged some large contracts from big players in Infrastructure business, and the company is also in process of completing the order book of rupees 40 crores to be completed by March 2010.The company is negotiating some big orders for BOT projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHAGNE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies from worlds leaders like

D) FOREIGH EXCHANGE EARNINGS & OUTGO:

2009-2010 2008-2009

(Rs. Lacs) (Rs. Lacs)

a. Foreign Exchange Used Nil Nil

b. Foreign Exchange Earned Nil Nil

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

DIRECTORS:

Mr. Rameshchandra Mishra is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment.

Mr. Anil Rathi was appointed as additional director with effect from 29th May, 2010 and the company has received a notice u/s 257 from a member of the company for proposing his appointment as a director at the forthcoming Annual General meeting.

Mr. Kamlesh Prasad has been appointed as Whole - Time director of the company with effect from 29th May, 2010

Mr. Puneet Srivastava has resigned from directorship of the company with effect from 29th May, 2010.

DIVIDEND

The Board has decided to preserve the fiscal strength of the company, thus the board has decided against dividend for the current year.

AUDITORSREPORT

Relevant notes on accounts are self-explanatory and are as perAnnexure to the Auditors Report.

SPILT OF SHARES

Taking into account the market capitalization of company and trading data and current trading price, the Board

Feels that it would be beneficial in the interest of the shareholders to spilt the shares of paid up value Rs. 10/-

each to paid up value of Rs.2 per share.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, hold office till the conclusion of this Annual General Meeting. They have furnished a certificate to the effect that the proposed re- appointment, if made, will be in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.



On behalf of the Board of Directors.

Place:Mumbai Naresh Saboo Kamlesh Prasad Dated :10thAugust, 2010 Managing director Director